Prospectus - Notowania

and up-dates on the basis of the provision of the applicable European legislation.
Among other aspects, Directive 2006/48/EC (relating to access to the activities of the
banks and exercise of the same) and Directive 2006/49/EC (relating to the capital
adequacy of investment companies and banks) were implemented in Polish banking
legislation and in the other norms and regulations, also by means of the guidelines and
recommendations formulated by the PFSA.
Banking activities
The performance of banking activities in Poland is essentially disciplined by Polish
banking legislation which regulates, inter alia, (i) banking activities and the associated
activities; (ii) the authorization to carry out banking activities; (iii) the obligations and
the rights of the banks; (iv) the establishment and organization of the banks and the
related branches and agencies; (v) the performance of banking activities by Polish
banks abroad and foreign credit institutions in Poland; (vi) the capital, the liquidity
and the financial management of the banks; (vii) the equity investments in the capital
of the banks; (viii) banking supervision (on a consolidated and non-consolidated
basis); and (ix) the restructuring, liquidation and bankruptcy procedures applicable to
the banks.
On the basis of current legislation, a bank can be established in the form of a jointstock
company (spółka akcyjna), a co-operative company (bank spółdzielczy) and state
bank (bank państwowy). The banks are able to choose the sphere of banking and
financial activities that they can carry out and their internal organizational structure,
compliant with the rules of stable and prudent management and the articles of
association of each bank.
The performance of the banking activities is subject to the prior authorization of the
PFSA and various regulatory requirements.
Investment in the capital of the banks
The direct or indirect acquisition of an equity investment equal to or greater than 10%,
20%, 25%, 33%, 50%, 66% and 75% of the voting rights during general shareholders’
meeting of a Polish bank is subject to the prior authorization of the PFSA. This
authorization may be refused on the basis of the potential negative impact on the
stable and prudent management of the bank by the party who intends to acquire the
equity investment, or in the event that the resources by means of which one intends to
proceed with the acquisition derive from a loan on credit or are of dubious origin, or if
the provisions of the law of the country of origin of the potential purchaser prevent the
PFSA from carrying out its supervisory activities. Furthermore, if specific conditions
apply, for the purpose of acquiring an equity investment which grants direct or indirect
control over a Polish bank, it is necessary to obtain authorization from the Polish or
European anti-trust authority.
Additional requirements for banks
The banks are obliged to satisfy specific requirements associated with their operations
and must also follow the guidelines and recommendations of the PFSA. The main
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